PRVT » Topics » Section 3.3 Callco Retraction Call Right
This excerpt taken from the PRVT 8-K filed Nov 3, 2009.
Section 3.3 Callco Retraction Call Right
(1)
Callco shall have the overriding right (the “Retraction Call Right”), notwithstanding the proposed retraction or redemption of the Exchangeable Shares
by the Holders pursuant to Article 6 of the Exchangeable Share Provisions (the “Retracted Shares”), to purchase from the Holders on the applicable Retraction Date, all but not less than all of the Retracted Shares, held by the
Holders on payment by Callco to the Holders of an amount per Retracted Share (the “Retraction Call Purchase Price”) equal to the Exchangeable Share Consideration applicable on the last Business Day prior to the Retraction Date,
which shall be satisfied in full by Callco delivering or causing to be delivered to the Holders, the Exchangeable Share Consideration representing the Holders’ total Retraction Call Purchase Price. In the event of the exercise of the Retraction
Call Right by Callco, the Holders shall be obligated to sell all of such Retracted Shares held by the Holders to Callco on the Retraction Date on payment by Callco to the Holders of the Retraction Call Purchase Price for each such share, less any
amounts withheld pursuant to Section 3.5 hereof, and, provided Callco completes such purchase, Corporation shall have no obligation to pay the Retraction Amount for such shares so purchased by Callco.
(2)
Upon receipt by Corporation of a Retraction Request, as the case may be, Corporation shall immediately notify Callco thereof. To exercise the Retraction Call Right,
Callco must notify Corporation and the Holders of Callco’s intention to exercise such right within five (5) Business Days of such notification to Callco by Corporation of receipt of the Retraction Request. Corporation will notify the
Holders as to whether Callco has exercised the Retraction Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Retraction Call Right, the Retraction Request shall thereupon be
considered only to be an offer by the Holders to sell such Retracted Shares to Callco in accordance with the Retraction Call Right, and on the Retraction Date, Callco will purchase, and the Holders will sell, all of the Retracted Shares held by the
Holders for a price per share equal to the Retraction Call Purchase Price, which price shall be satisfied in the manner set forth in Section 3.3(1) hereof.
(3)
For the purposes of completing the purchase of the Retracted Shares pursuant to the exercise of the Retraction Call Right, Callco shall deliver (or
cause to be delivered) to the Holders, on or before the Retraction Date, the Exchangeable Share Consideration in payment of the total Retraction Call Purchase Price upon presentation and surrender by the Holders of the certificate or certificates
representing the Retracted Shares held by the Holders, duly endorsed for transfer, together with such Additional Transfer Documents as Callco may reasonably require. If Callco does not exercise the Retraction Call Right in the manner and within the
time period described above, then
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on the Retraction Date, the Holders will have the right to require PMG to pay the Retraction Call Purchase Price, provided, however, if such right is not exercised by the Holders, the Holders
will be entitled to receive in exchange therefor the retraction price otherwise payable by Corporation in connection with the retraction of the Retracted Shares pursuant to Article 5 of the Exchangeable Share Provisions.
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